Code of Ethics

1Purpose

Shepherds Only Foundation (“the Foundation”) is committed to conducting its affairs with integrity, accountability, transparency, compassion, prudence and faithful stewardship.

This Code of Ethics establishes the ethical principles and standards of conduct expected of every person who participates in the governance, management, administration, representation or activities of the Foundation.

The Foundation recognises that its mission places it in relationships of trust with ministers and other beneficiaries, donors, churches and ministries, partners, employees, volunteers, regulators and the wider public. That trust must be protected.

Accordingly, persons acting for or on behalf of the Foundation shall exercise their responsibilities honestly, responsibly, impartially and solely in furtherance of the lawful purposes of the Foundation.

This Code is intended to complement the Foundation’s constitution, governing instruments, policies, applicable laws and any contractual or fiduciary obligations binding upon the Foundation or persons acting on its behalf.

3Scope

This Code applies, as appropriate, to:

• directors and trustees;
• members of governing or advisory bodies;
• officers and senior management;
• employees;
• volunteers;
• committee members;
• consultants and professional advisers;
• agents and authorised representatives;
• persons managing or exercising authority over Foundation resources;
• persons participating in beneficiary assessment or grant-making decisions; and
• any other person acting in the name of or on behalf of Shepherds Only Foundation.

Third parties engaged by the Foundation may also be required by contract or written undertaking to comply with relevant provisions of this Code.

Every covered person is responsible for understanding and complying with the standards applicable to his or her role.

4Compliance With Law

The Foundation shall conduct its affairs in accordance with the laws and regulatory requirements applicable to its operations.

No director, trustee, officer, employee, volunteer or representative may knowingly instruct, authorise, encourage, participate in or conceal unlawful conduct on behalf of the Foundation.

Where this Code establishes a standard higher than the minimum required by law, the Foundation should ordinarily follow the higher ethical standard unless doing so would conflict with applicable law.

Where any provision of this Code conflicts with mandatory law, the law shall prevail and the remaining provisions of this Code shall continue to apply to the extent possible.

5Integrity and Honesty

All persons acting for the Foundation shall conduct themselves honestly and in good faith.

They shall not knowingly:

• make false or misleading statements;
• falsify documents, records, accounts or reports;
• misrepresent the Foundation’s activities, finances or impact;
• conceal material information where disclosure is required;
• fabricate beneficiary information or impact statistics;
• make promises on behalf of the Foundation without proper authority;
• misrepresent their position or authority within the Foundation; or
• participate in deceptive, fraudulent or dishonest conduct.

Errors discovered in material records or communications should be corrected promptly through the appropriate process.

6Stewardship of Foundation Resources

All money, investments, property and other assets entrusted to the Foundation shall be treated as resources dedicated to the Foundation’s mission.

Foundation resources shall not be regarded as the personal property of founders, directors, trustees, officers, employees, donors, beneficiaries or any other individual.

Persons responsible for Foundation resources shall exercise reasonable care, prudence and diligence and shall seek to preserve those resources for their intended charitable or organisational purposes.

Foundation assets shall not be used for improper personal enrichment, unauthorised private benefit or purposes materially inconsistent with the Foundation’s governing objects.

7Financial Integrity

The Foundation shall maintain financial systems and controls appropriate to its size, resources, activities and legal obligations.

Financial transactions should be:

• properly authorised;
• accurately recorded;
• supported by appropriate documentation;
• capable of independent review;
• undertaken for legitimate Foundation purposes; and
• consistent with approved budgets, policies and delegated authority.

No person shall knowingly create or maintain undisclosed accounts, falsified transactions, fictitious expenditures or misleading financial records.

No person may divert Foundation money to himself, herself or another person except pursuant to a lawful, properly authorised and documented payment.

Where practical, financial responsibilities should be separated so that no single individual exercises unchecked control over authorisation, custody, payment and reconciliation of Foundation funds.

8Endowment and Investment Stewardship

Where the Foundation maintains an endowment, reserve, investment portfolio or other long-term fund, those resources shall be managed with particular care.

Investment decisions shall be guided by the Foundation’s governing documents, investment policy, applicable law, fiduciary obligations and the long-term interests of the Foundation.

Persons involved in investment decisions shall avoid speculation undertaken primarily for personal interest, undisclosed self-dealing, preferential transactions with connected persons and any use of confidential Foundation investment information for personal advantage.

Restricted or designated funds shall be applied in accordance with the applicable restriction or designation.

The Foundation shall seek an appropriate balance between preservation of capital, income generation, liquidity, risk management and the long-term sustainability of its mission.

9Conflicts of Interest

Every person covered by this Code shall place the interests of the Foundation above personal financial interests when exercising authority on behalf of the Foundation.

Actual, potential or perceived conflicts of interest shall be disclosed promptly.

A person with a material conflict shall not improperly influence the relevant decision and, where required by the Foundation’s Conflict of Interest Policy, shall withdraw from deliberation or voting.

No person shall conceal a relationship, ownership interest, financial interest or other circumstance that could reasonably affect his or her impartiality.

Conflict disclosures and decisions concerning material conflicts should be appropriately documented.

The Foundation’s separate Conflict of Interest Policy shall govern detailed disclosure, recusal, review and documentation procedures.

10No Private Inurement or Improper Personal Benefit

No person shall exploit his or her position within the Foundation for improper personal gain.

This includes using Foundation funds, property, information, opportunities, relationships, reputation or decision-making authority to obtain an unauthorised advantage for oneself, a family member, associate, business or related organisation.

Reasonable remuneration, reimbursement of legitimate expenses and properly approved contractual payments are not prohibited merely because a person receives a benefit, provided that they are lawful, reasonable, appropriately authorised and transparently documented.

11Gifts, Hospitality and Benefits

Gifts, hospitality, favours or benefits shall never be solicited or accepted where they could reasonably be expected to influence, or appear improperly to influence, a Foundation decision.

Nominal or customary hospitality may be accepted where lawful and appropriate, provided it does not compromise independent judgment.

Cash gifts or cash equivalents offered personally in connection with an official Foundation decision should ordinarily be refused.

Any gift or benefit exceeding limits established by the Foundation shall be disclosed and handled in accordance with applicable internal procedures.

12Anti-Bribery, Fraud and Corruption

Shepherds Only Foundation maintains zero tolerance for bribery, fraud, embezzlement, kickbacks, misappropriation and corruption.

No person acting for the Foundation may offer, promise, give, request, receive or authorise an improper payment or advantage in order to obtain preferential treatment, influence a decision or secure an improper benefit.

This prohibition applies to dealings with public officials, religious organisations, beneficiaries, vendors, contractors, donors, financial institutions and private persons.

Suspicious conduct shall be reported and investigated appropriately.

13Ethical Beneficiary Selection

Assistance shall be allocated according to the Foundation’s mission, approved eligibility criteria, available resources and applicable grant-making or support policies.

No person is automatically entitled to Foundation assistance merely because of:

• personal friendship with a founder or director;
• family relationship;
• church position;
• ecclesiastical title;
• denominational influence;
• social status;
• celebrity;
• political influence;
• financial contribution to the Foundation; or
• ability to provide a personal benefit to a decision-maker.

Decisions should be capable of reasonable explanation by reference to established criteria.

Where resources are insufficient to meet all eligible needs, the Foundation shall use a fair, documented and mission-consistent method of prioritisation.

14Dignity of Ministers and Beneficiaries

Every person seeking or receiving support shall be treated with dignity.

Financial hardship, illness, age, bereavement, retirement, family circumstances or other vulnerability shall never be exploited for publicity, fundraising, influence or institutional advantage.

The Foundation shall endeavour to provide assistance in a manner that preserves dignity and avoids unnecessary humiliation.

No beneficiary should be required to publicly disclose private hardship merely as a condition of receiving assistance unless disclosure is genuinely necessary for the programme and is handled lawfully and sensitively.

16Safeguarding and Protection From Abuse

The Foundation shall not tolerate abuse, exploitation, harassment, sexual misconduct, intimidation, bullying, retaliation or degrading treatment in connection with its activities.

Particular care shall be exercised where the Foundation interacts with vulnerable adults, children or persons dependent upon Foundation assistance.

Allegations of abuse or serious misconduct shall be handled promptly, sensitively and in accordance with applicable safeguarding procedures and law.

Where reporting to competent authorities is legally required, internal confidentiality shall not be used to prevent lawful reporting.

17Non-Discrimination and Fair Treatment

The Foundation shall administer its affairs consistently with its Christian mission, applicable law and its adopted Non-Discrimination Policy.

Decisions concerning employment, volunteering, contracting, beneficiary support and participation shall not be influenced by prohibited prejudice, favouritism or personal hostility.

Nothing in this provision prevents the Foundation from maintaining its lawful Christian identity, religious objects or mission-based eligibility requirements where those requirements are legitimate and permitted by law.

18Respectful Conduct

Persons representing the Foundation shall treat others with courtesy, professionalism and dignity.

Threatening, abusive, humiliating, sexually inappropriate, harassing or deliberately degrading conduct is inconsistent with this Code.

Disagreements should be addressed constructively and through appropriate governance or grievance mechanisms.

Leadership position, religious title, seniority, donor status or financial influence does not exempt any person from these standards.

19Confidentiality

Persons entrusted with confidential information through the Foundation shall protect that information appropriately.

Confidential information may include:

• beneficiary applications;
• financial circumstances;
• medical or family information;
• donor information;
• personnel records;
• banking information;
• grant assessments;
• investigation records;
• internal deliberations;
• passwords and security credentials;
• legal advice; and
• commercially or operationally sensitive information.

Confidential information shall not be disclosed for gossip, personal advantage, retaliation, embarrassment or other unauthorised purposes.

The duty of confidentiality may continue after a person’s relationship with the Foundation ends.

Confidentiality shall not, however, be invoked to conceal unlawful conduct or prevent disclosures protected or required by law.

20Privacy and Data Protection

The Foundation shall collect, use, store, disclose and dispose of personal information responsibly and in accordance with applicable data protection law and Foundation policy.

Personal information should be collected only where reasonably necessary for legitimate Foundation purposes and access should be limited appropriately.

Particular care shall be taken with financial, identity, family, health and other sensitive information relating to beneficiaries, donors, employees and volunteers.

Reasonable administrative, organisational and technical safeguards shall be maintained to protect personal information against unauthorised access, loss, alteration or disclosure.

21Donor Integrity

Donors shall be treated honestly and respectfully.

The Foundation shall not knowingly misrepresent:

• the purpose of an appeal;
• how donations will be used;
• the Foundation’s financial position;
• the number of persons assisted;
• the results of a programme; or
• the legal or tax treatment of a contribution.

Restricted donations shall be applied to their designated purpose unless lawful modification has been appropriately authorised.

The size of a donation shall not entitle a donor to improper control over beneficiary selection, procurement, employment, investment decisions or governance.

22Fundraising Ethics

Fundraising shall be truthful, respectful and consistent with the dignity of the persons whom the Foundation exists to serve.

The Foundation shall not knowingly use fabricated stories, misleading photographs, false urgency, exaggerated statistics or materially deceptive representations to obtain contributions.

Images, testimonies and personal stories should be used with appropriate permission and regard for privacy and dignity.

The Foundation shall endeavour never to reduce a minister or beneficiary to an object of pity merely for fundraising purposes.

23Procurement and Vendor Relationships

Persons responsible for purchasing goods or services shall seek to act fairly and in the Foundation’s interests.

Procurement decisions should take appropriate account of price, quality, competence, reliability, conflicts of interest, value for money and the needs of the Foundation.

No person shall manipulate procurement processes to improperly benefit himself, herself, a family member, associate or preferred business.

Material related-party transactions should be disclosed, independently considered and documented.

24Political Neutrality of Foundation Resources

Foundation money, property, databases, personnel and institutional platforms shall not be improperly used for the private political activities of directors, trustees, employees or other representatives.

Where the Foundation engages in lawful public-policy education or advocacy connected to its mission, such activities shall be authorised, factual and undertaken consistently with applicable law.

Individuals remain free to participate in civic affairs in their personal capacities, but they should not imply that their personal political views are official positions of the Foundation unless properly authorised.

25Public Statements and Representation

Only persons authorised to speak for Shepherds Only Foundation may make official statements on its behalf.

Persons associated with the Foundation shall distinguish, where reasonably necessary, between personal opinions and official Foundation positions.

No person shall use the Foundation’s name, logo, letterhead, website, social-media accounts or institutional reputation to create a false impression of authorisation or endorsement.

Public communications made on behalf of the Foundation shall be truthful, responsible and consistent with confidentiality obligations.

26Accuracy of Records and Impact Reporting

The Foundation shall seek to maintain accurate records of its activities, finances, beneficiaries and impact.

No person shall knowingly:

• inflate beneficiary numbers;
• count the same support repeatedly in a misleading manner;
• invent success stories;
• manipulate monitoring data;
• conceal material programme failures;
• misstate administrative or programme expenditure; or
• present projected impact as though it had already occurred.

Where estimates are used, they should be reasonably identified as estimates.

Impact reporting should reflect both responsible stewardship and respect for beneficiary privacy.

27Use of Foundation Property and Technology

Foundation property, equipment, systems, databases, websites, email accounts, financial platforms and other resources shall primarily be used for authorised Foundation purposes.

Users shall protect passwords, credentials and confidential information.

Foundation systems shall not knowingly be used for fraud, harassment, unlawful activity, unauthorised commercial activity or accessing or distributing unlawful material.

Intellectual property created for the Foundation shall be managed according to applicable agreements and law.

28Intellectual Property and Attribution

The Foundation shall respect the intellectual-property rights of others.

Materials belonging to third parties should not knowingly be copied, reproduced, distributed or represented as Foundation property without appropriate permission or lawful justification.

Authors, photographers, researchers, organisations and other creators should receive attribution where required or appropriate.

29Responsible Partnerships

The Foundation shall exercise reasonable diligence when entering material relationships with partner organisations, service providers, investment managers, advisers and other third parties.

A relationship should not be pursued or maintained where the Foundation reasonably determines that the relationship would expose beneficiaries, assets or the Foundation’s mission to unacceptable legal, ethical, financial or reputational risk.

Partnership decisions shall not be based solely on financial benefit.

30Independence of Decision-Making

The Foundation shall protect the independence and integrity of its governance.

No founder, donor, minister, church, denomination, political figure, businessperson or other individual shall be permitted to exercise authority beyond that lawfully or properly granted under the Foundation’s governing documents.

Respect for founders and benefactors shall not displace proper governance, fiduciary responsibility or institutional accountability.

31Duty of Care and Good Faith

Directors, trustees, officers and others exercising fiduciary or comparable responsibilities shall act carefully, honestly and in good faith in matters affecting the Foundation.

They should:

• obtain sufficient information before material decisions;
• exercise independent judgment;
• attend and prepare for relevant meetings;
• identify significant risks;
• seek professional advice where reasonably necessary;
• protect Foundation property; and
• ensure that decisions remain directed toward the Foundation’s purposes.

Delegation of responsibility does not justify deliberate disregard of serious misconduct or material risk.

32No Retaliation

No person shall suffer retaliation for raising, in good faith, a genuine concern about suspected misconduct, illegality, financial impropriety, safeguarding failures or violations of Foundation policy.

Prohibited retaliation may include dismissal, demotion, intimidation, threats, harassment, exclusion, reduction of legitimate benefits or other punishment motivated by a protected report.

Knowingly making a false accusation with malicious intent may itself constitute misconduct.

Good-faith reports remain protected even where an investigation ultimately does not substantiate the allegation.

The Foundation’s Whistleblower Policy shall govern reporting channels, confidentiality, investigation and whistleblower protections.

33Duty to Report Misconduct

Persons covered by this Code are encouraged, and where their responsibilities require it expected, to report suspected serious violations promptly.

Concerns may include:

• fraud;
• theft;
• bribery;
• conflicts of interest;
• diversion of donations;
• safeguarding violations;
• falsification of records;
• misuse of beneficiary information;
• harassment;
• serious breaches of confidentiality;
• retaliation;
• unlawful conduct; or
• material violations of Foundation policies.

Reports should be made through the channels established under the Foundation’s Whistleblower Policy or other applicable reporting procedure.

34Investigations

Alleged violations shall be assessed fairly and, where appropriate, investigated.

Investigations should be:

• proportionate to the allegation;
• reasonably independent;
• appropriately confidential;
• properly documented; and
• respectful of procedural fairness.

Persons accused of misconduct should ordinarily be given an appropriate opportunity to respond before final adverse findings are made, subject to safeguarding, legal and investigative considerations.

No person should investigate a matter where that person has a material conflict of interest.

External professional or regulatory assistance may be obtained where appropriate.

35Accountability and Disciplinary Measures

A violation of this Code may result in appropriate corrective or disciplinary action.

Depending upon the seriousness of the matter, action may include:

• guidance or counselling;
• additional training;
• formal warning;
• removal from a particular decision or responsibility;
• repayment or restitution;
• suspension;
• termination of employment or engagement;
• removal from office in accordance with applicable law and governing documents;
• termination of a contractual relationship;
• referral to law enforcement, regulatory or professional authorities; or
• legal proceedings.

Sanctions should be proportionate to the circumstances and imposed through lawful procedures.

No person’s status within the Foundation shall place that person above accountability.

36Relationship With Other Foundation Policies

This Code should be read together with other applicable policies of Shepherds Only Foundation, including its:

• Conflict of Interest Policy;
• Whistleblower Policy;
• Non-Discrimination Policy;
• Safeguarding Policy;
• Financial Management and Internal Controls Policy;
• Investment and Endowment Policy;
• Data Protection and Privacy Policy;
• Anti-Fraud, Bribery and Corruption Policy;
• Grant-Making and Beneficiary Support Policy;
• Records Retention Policy;
• Complaints and Grievance Policy; and
• other governance policies adopted from time to time.

Where policies overlap, they should be interpreted harmoniously wherever reasonably possible.

37Ethical Leadership

Directors, trustees and senior officers bear particular responsibility for establishing and maintaining the ethical culture of Shepherds Only Foundation.

Leadership shall seek to demonstrate through conduct that:

• ethical behaviour is expected;
• financial controls are taken seriously;
• conflicts must be disclosed;
• beneficiaries deserve dignity;
• misconduct will not be concealed because of status;
• whistleblowers will be protected;
• Foundation assets belong to the mission rather than individuals; and
• accountability applies equally to leadership and other participants.

The credibility of this Code depends upon consistent conduct from those entrusted with the greatest authority.

38Training and Acknowledgment

The Foundation may require directors, trustees, officers, employees, volunteers and other relevant persons to receive periodic ethics or compliance training.

Persons occupying positions of significant authority or financial responsibility may also be required periodically to:

• confirm that they have read and understood this Code;
• disclose relevant conflicts of interest;
• confirm compliance with applicable Foundation policies; and
• disclose known material violations that have not previously been reported.

39Questions and Ethical Guidance

Where a person is uncertain whether proposed conduct is appropriate, that person should seek guidance before acting.

A useful ethical assessment may include asking:

• Is it lawful?
• Is it consistent with the Foundation’s mission?
• Is it permitted by Foundation policy?
• Is it honest?
• Is it fair?
• Does it respect the dignity of those affected?
• Would I be comfortable if the decision were independently reviewed?
• Can the decision be properly documented and explained?
• Does anyone involved have an undisclosed personal interest?
• Does this represent faithful stewardship of resources entrusted to the Foundation?

Where serious uncertainty remains, the matter should be referred to the appropriate officer, Board committee, Board of Directors / Trustees or independent professional adviser.

40No Waiver by Position or Status

This Code applies regardless of title, influence, wealth, spiritual office, seniority, donor status or relationship with the Foundation’s founders.

No founder, director, trustee, senior officer, minister, donor or other person may authorise conduct that is unlawful or fundamentally inconsistent with this Code.

Where an exception to an internal procedural requirement is legally permissible, any material exception should be authorised by the appropriate independent decision-making body and documented.

41Interpretation

The Board of Directors / Trustees shall have ultimate responsibility for the governance and interpretation of this Code, subject to applicable law and the Foundation’s governing instruments.

The Board may delegate administrative responsibility for ethics and compliance while retaining appropriate oversight.

Nothing in this Code shall be interpreted as preventing any person from exercising a legal right, complying with a lawful regulatory obligation, reporting suspected criminal conduct to competent authorities or making a disclosure otherwise protected by law.

42Review and Amendment

The Board shall review this Code periodically and whenever significant changes occur in:

• applicable law;
• the Foundation’s governance structure;
• the nature or scale of its operations;
• its investment or endowment activities;
• regulatory requirements; or
• material organisational risks.

Amendments shall be approved through the governance process required by the Foundation’s constitution and applicable law.